{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-006754","form_type":"8-K","ticker":"AREN","cik":"0000894871","company_name":"Arena Group Holdings, Inc.","filed_at":"2024-02-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.208144+00:00","generated_at":"2026-06-06T02:55:39.161844+00:00","sec_items":["1.01","3.02","5.01","5.02","7.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Arena Group issues 54.5% stake to Simplify for $12M; new CEO; Authentic seeks $45M termination fee","bullets":["Simplify Inventions purchased 5,555,555 shares at $2.16/share for $12M, acquiring 54.5% ownership and control.","Cavitt Randall appointed CEO effective Feb 13, 2024; annual salary set at $1.","Missed $3.75M licensing payment to Authentic on Jan 2; Authentic terminated agreement Jan 18, triggering $45M fee due.","Proceeds from private placement will be used for working capital and general corporate purposes."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-006754","json":"https://secwatch.observer/filing/0001493152-24-006754.json","markdown":"https://secwatch.observer/filing/0001493152-24-006754.md","text":"https://secwatch.observer/filing/0001493152-24-006754.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/894871/000149315224006754/0001493152-24-006754-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/894871/000149315224006754/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T02:55:39.161844+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"54bc6ce499","claim":"Cavitt Randall was appointed as Chief Executive Officer at Arena Group Holdings, Inc..","evidence_excerpt":"On February 9, 2024, the Board appointed Cavitt Randall as the Company’s Chief Executive Officer, effective February 13, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/894871/000149315224006754/0001493152-24-006754-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"fe0d77f4e766b91717f9e3f6147ba37fb1895853","claim":"Arena Group Holdings, Inc. underwent a change of control involving Simplify Inventions, LLC (closed 2024-02-14).","evidence_excerpt":"Simplify acquired 5,555,555 newly issued shares of Common Stock. Prior to the consummation of the Private Placement, the Company's public stockholders held a majority of the outstanding shares of Common Stock. Following the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.5% of the outstanding shares of Common Stock. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company's stockholders for approval, including the election of directors.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/894871/000149315224006754/0001493152-24-006754-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Simplify Inventions, LLC"},{"label":"Closing","value":"2024-02-14"}],"fact_type":"ma_transaction"},{"claim_id":"4d68e50ccb64c9dac2864c5e4846d7f421a94b0a","claim":"Arena Group Holdings, Inc. entered into Subscription Agreement with Simplify Inventions, LLC valued at $12,000,000 (effective 2024-02-14).","evidence_excerpt":"On February 14, 2024, The Arena Group Holdings, Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Simplify Inventions, LLC (“Simplify”), pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of 5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $2.16 per share, a price equal to the 60-day volume weighted average price of the Common Stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/894871/000149315224006754/0001493152-24-006754-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Simplify Inventions, LLC"},{"label":"Value","value":"$12,000,000"},{"label":"Effective","value":"2024-02-14"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}